On December 16, 2009, the SEC adopted enhancements to the current proxy disclosure requirements (the “Proxy Disclosure Rules” or the “new rules”) in a 4-1 vote.1 The new rules are the first to be formally adopted under SEC Chairman Mary Schapiro and follow a succession of proposed rule changes issued by the SEC in response to the financial crisis.2 The Proxy Disclosure Rules, as approved, largely track the rules proposed by the SEC in July.3 The new rules will require a company to disclose or enhance its disclosure of:

Compensation policies as they relate to risk; potential conflicts of interest with regard to compensation consultants; stock and option compensation awards; director and nominee qualifications and background; diversity policies relating to board membership; the rationale behind company leadership structure; and, shareholder voting results on Form 8-K.